AXM 2014 AR Website Version
AXM 2014 AR Website Version
About Us
Highlights
Contents
Strategic Report Financial Statements
IFC Highlights 11 Consolidated Income Statement
01 Chairman’s Statement 11 Consolidated Statement of
03 Review of Operations Comprehensive Income
06 Corporate and Social Responsibility 12 Consolidated Balance Sheet
13 Company Balance Sheet
Corporate Governance 14 Statements of Cash Flows
07 Directors 15 Consolidated Statement of
08 Directors’ Report Changes in Equity
10 Independent Auditor’s Report 15 Company Statement of
Changes in Equity
16 Notes to the Financial Statements
Shareholder Information
29 Notice of Annual General Meeting
30 Notes to the Notice of
Annual General Meeting
31 Form of Proxy
IBC Directors and Advisors
The plan is to generate significant economic value from the Browns Oxide The exciting opportunity with Compass offers Alexander a most encouraging
mine and the first step is the completion of an AmmLeach® feasibility study, start to 2015 and I look forward with considerable optimism.
with a pilot plant programme funded by Compass. This pilot plant programme
would be carried out at the independent commercial facilities of Simulus, As always, I would like to thank the Company’s shareholders for their support
under the supervision of Alexander’s technical personnel. This would lead and also our employees, consultants and directors for their highly-valued
to the completion of a feasibility study into commercial production and is effort during the last year.
dependent upon statutory approval and obtaining all necessary permits
required to recommence production.
Compass and Alexander believe that market conditions are the most
favourable for several years for growth by attractively priced corporate
acquisitions. Accordingly, the companies expect to form a strategic alliance
in Australia to investigate the acquisition by Compass of copper resources
which can be exploited using the proprietary Leaching Technologies of
Alexander. This will be on terms to be agreed in respect of each such project.
Review of Operations
Review of Operations
continued
Review of Operations
continued
For example, for even a moderately high acid consuming ore, ten to fifteen times Further development of the zinc process has led to a new solvent extraction
as much acid (50kg/t) as ammonia will be consumed. This is due to the process for zinc from ammoniacal solutions, for which several patents have
fundamental difference between the two leaching processes in that whereas acid been granted and further patents are pending. This patent application is for
is consumed by gangue minerals during leaching, ammonia is not. The reagent is the recovery of zinc from ores which do not require pre-treatment before
recycled and only relatively small losses of ammonia need to be made up. ammoniacal leaching. A patent covering a process allowing selective leaching
of zinc from sideritic zinc ores has also been granted.
Capital cost comparisons for the AmmLeach® technology and conventional
acid leaching assume that certain aspects are common to both leach Because of the tailored pre-treatment step, almost any ore type is amenable
systems i.e. mining, mine infrastructure, mine waste disposal, process plant to the AmmLeach® process. Thus far, it has been demonstrated on
residue disposal, project buildings (administration, laboratories, workshop, predominantly oxide ores but many sulphide ores have also been shown to
warehouse etc.), site access roads, the power transmission line and the water leach after appropriate pre-treatment. This advance allows the treatment of
supply line. Hence any comparison is limited to the process plant itself. mixed oxide-sulphide ores which are often present in the transition from
weathered to un-weathered ore. As a project proceeds, the AmmLeach®
Typically for copper only oxide ores, process plant capital costs for process can be modified to cope with the changing mineralogy from oxide
AmmLeach® and acid heap leach operations of the same size are similar as, to sulphide without substantial capital expenditure.
excluding reagent production and storage/handling costs on site, essentially
the same equipment is used for both processes. However, importantly, where Polymetallic ores can also be processed by AmmLeach® with separation
economics dictate that sulphuric acid is made on site, there can be a major achieved using solvent extraction to separate metals and produce multiple
differential associated with reagents and, in particular, the differential costs of revenue streams. The minimisation of ammonia transfer allows these metals
ammonia and sulphuric acid. to be recovered directly from their strip solution by precipitation, crystallisation
or electro-winning.
The AmmLeach® process can achieve much higher copper solution
concentrations in the pregnant leach solution (PLS) than are typically seen in The alkaline conditions used in the AmmLeach® process allow precious
acid plants. Typical copper concentrations for an acid leaching operation are metals to be recovered from the base metal depleted heap using a secondary
of the order of 1-2g copper (Cu)/L compared to PLS concentrations for the leach step. The heap can simply be washed to recover ammonia and subjected
AmmLeach® process of 6-12g Cu/L. This, coupled to the much greater to standard alkaline cyanidation to recover gold and silver. The incorporation
copper transfer in solvent extraction, allows the efficient handling of high of precious metals recovery within the AmmLeach® process is being
copper tenors in PLS (in acid plants this would necessitate larger volume investigated and preliminary work on the leaching of cyanide consuming
mixer-settlers due to the higher volume of PLS and lower transfer between metals prior to precious metal leaching with cyanide looks highly promising.
aqueous and organic phases); i.e. more metal produced per unit size of plant
than in a corresponding acid leach-SX-EW plant. HyperLeach® process
The HyperLeach® process (patents granted and pending), although less
Moreover, in ores where cobalt is a valuable by/co-product (e.g. DRC and advanced, has significant potential. HyperLeach® may be suitable for the
Zambia), AmmLeach® offers additional significant capital and operating cost extraction of metals, especially copper, zinc, nickel, cobalt, molybdenum and
savings. This is because in the case of the acid leach circuit the cobalt rhenium from sulphide ore deposits and concentrates. The process utilises
recovery circuit is complex in that the main leach solubilises a range of chlorine based chemistry to solubilise metals from ores under ambient
metals. The raffinate bleed will therefore contain unextracted copper, iron temperature and pressure conditions. The HyperLeach® process can be
(both ferrous and ferric), manganese and aluminium. Other species may also operated as either heap leach or tank leach.
be present and these will need to be examined and potentially dealt with as
well. Such metals include nickel and cadmium. For the production of metal Great promise has been shown for molybdenum–rhenium sulphide ores
a multiplicity of unit operations are required ahead of cobalt metal production. with low reagent consumption which could make heap leaching of such ores
economically feasible for the first time. Low grade nickel sulphide ores have
In the case of the alkaline leach circuit, the requirements for purification ahead also shown great promise with high metal recoveries being achieved during
of final cobalt recovery are much less complex. The leach itself is highly agitated leaches. Preliminary work has indicated that heap leaching may be
selective for copper and cobalt since not all metals are soluble in ammoniacal possible for some ores. This allows the treatment of ores which are too low
solutions. In this respect there is negligible iron, silica, calcium, aluminium and grade to process via the conventional, grind, float and smelt route.
manganese present in the liquor. A number of possibilities exist for recovery of
cobalt from the ammoniacal solution. Work in an independent laboratory has resulted in further scale-up data on
the leaching of copper sulphide concentrates to produce copper metal at the
Commercialisation of AmmLeach® mine site. These results have shown that it is possible to leach the majority of
The following metal ores are particular targets for the commercialisation copper from chalcopyrite concentrates whilst leaving a residue which is
of the AmmLeach® process: saleable as a smelter feed. Further work on heap leaching low grade copper
• Copper and copper/cobalt oxide deposits sulphide ores is planned.
• Zinc oxide deposits
• Copper-gold and zinc-silver ores (AmmLeach® followed by HyperLeach® can be used as a pre-treatment for AmmLeach® to provide the
cyanide leaching) best of both processes. HyperLeach® solubilises and mobilises target metals
from sulphides with AmmLeach® leaching the target metals selectively. This
Geographic diversification is offered as the countries with the most combination would allow processing of a whole ore body from the oxide cap
prospective geology for hosting high acid consuming copper (Cu), cobalt (Co) through the transition zone to the sulphide basement in a single plant with
and zinc (Zn) oxides are Chile (Cu), Peru (Zn), Mexico (Zn), Central America only small changes during the lifetime of the orebody.
(Zn), USA (Cu), Democratic Republic of the Congo (Cu, Cu/Co), Zambia (Cu),
Turkey (Zn, Cu) and Australia (Cu).
Of these, the copper process has already been demonstrated at pilot plant
scale for heap leaching and at bench scale for agitated leaching. The cobalt
(or copper and cobalt oxide ore) process has been small pilot scale tested The Strategic Report, as set out on pages 01 to 06,
successfully for agitated leaching and at bench scale for heap leaching. has been approved by the Board.
T A Cross
Company Secretary
10 April 2015
Directors
For 10 years before founding Alexander, he worked in the City of London as He then worked in Johannesburg for Goldfields of South Africa. In 1987,
a mining analyst and corporate financier specialising in the resources sector. he moved to London to work as a mining analyst. In 1993 he became the
During this time he was a mining analyst at T Hoare & Co, head of mining at Global Head of Mining Research at Bank Paribas and left in 1997 to become
Williams de Broe and a director of corporate finance at Evolution Beeson Vice President and Head of Mining Research for J P Morgan in London.
Gregory (now Evolution Securities). At Evolution Beeson Gregory, he advised
a large number of public natural resources companies, as well as arranging In 2001, he founded his own consulting business (Millstone Grit Limited,
a number of equity listings for junior and mid-tier mining and oil and gas of which he is Managing Director), providing both equity and debt focused
companies on AIM. Whilst at both Williams de Broe and Evolution Beeson mining research and strategic advice. He continues to provide independent,
Gregory, he was recognised as one of the industry pioneers for listing mining bespoke research and financial analysis of mining companies and projects
companies on AIM. to select hedge funds, merchant banks and mining companies.
Directors’ Report
The directors present their report and the audited consolidated financial Going concern
statements for the year ended 31 December 2014. Based on a review of the Group’s budgets and cash flow forecasts,
the directors have identified that if current and near-term corporate
Principal activities development opportunities are unsuccessful in providing adequate funding
The principal activity of the Group is the commercialisation of the Group’s then the Company will need to raise finance within the next twelve months
proprietary mineral processing technologies, either through licensing to third in order to continue its operations and to meet its commitments.
parties and/or the acquisition of equity stakes in amenable deposits.
In common with many mining, exploration and intellectual property
Results development companies, the Company needs to raise finance for its activities
The Group made a consolidated net loss for the year of £910,000 (2013: in discrete tranches to finance its activities for limited periods. The Directors
£1,365,000). The directors do not recommend the payment of a dividend are confident that the Company currently has a range of corporate
(2013: nil). development opportunities, which could include significant funding outcomes
and moreover that, if necessary, any further funding can be raised as and
Research and development when required. (Accordingly, attention is drawn to Note 24, Post Balance
The Group, through its wholly owned subsidiary MetaLeach Limited is Sheet events, where details of potential significant business development
involved in the ongoing research and development of its proprietary mineral funding opportunities are provided). On this basis, the Directors have
processing technologies, AmmLeach® and HyperLeach®. Further details concluded that it is appropriate to draw up the financial statements on the
thereof are set out in the Strategic Report on pages 01 to 06. going concern basis. However, there can be no certainty that either
development opportunities or alternative funding will be secured in the
Risk Management and Financial Risks necessary timescales. This indicates the existence of a material uncertainty
The successful commercialisation of the Group’s proprietary mineral that may cast significant doubt on the ability of the company and the group
processing technologies is subject to a number of risks, both in relation to to continue as a going concern and therefore, that it may be unable to realise
third party licensing opportunities and the acquisition of equity interests in its assets and discharge its liabilities in the normal course of business.
amenable deposits for the Group. In addition, like all businesses, the Group is The financial statements do not include the adjustments that would result
exposed to financial risks. The Board adopts a prudent approach to minimise if the Company and Group were unable to continue as a going concern.
these risks as far as practicable, consistent with the corporate objectives of
the Group. These risks are summarised below, together with the disclosures Directors
set out in note 18 to the Financial Statements. The directors of the Company who held office during the year and their
beneficial interests in the shares of the Company at the year-end were
Currency exchange risk as follows:
The Group reports its financial results in Sterling, while a proportion of the
Group’s costs and revenues are incurred in US Dollars, Australian Dollars, and Shares Shares
New Zealand Dollars. Accordingly, movements in the Sterling exchange rate held at held at
with these currencies could have a detrimental effect on the Group’s results 31 December 31 December
or financial position. 2014 2013
Number Number
Liquidity risk M L Sutcliffe - Executive Chairman 10,906,000 10,906,000
The Group has to date relied upon shareholder funding of its activities. M L Rosser - Chief Executive Officer 925,000 925,000
Development of mineral properties, the acquisition of new opportunities, J S Bunyan - Non-Executive Deputy Chairman - -
or the recovery of royalty/licensing income from third party assets, may be A M Clegg - Non-Executive - -
dependent upon the Group’s ability to obtain further financing through joint R O Davey - Non-Executive - -
ventures, equity or debt financing or other means. Although the Group has E M Morfett - Non-Executive 450,000 450,000
been successful in the past in obtaining equity financing, there can be no 12,281,000 12,281,000
assurance that the Group will be able to obtain adequate financing in the
future or that the terms of such financing will be favourable.
In accordance with the Company’s Articles of Association, Mr M L Rosser
Credit risk and Mr R O Davey will retire by rotation at the Annual General Meeting. Being
The Group has no material credit risk at the date of this report. eligible, Mr Rosser will offer himself for re-election. Mr Davey has indicated
that he will not stand for re-election. Other than their service contracts,
Commodity price risk no director of the Holding Company has a material interest in a contract with
The Group’s proprietary leaching technologies have the potential to reduce the Company. Details of directors’ remuneration are set out in note 6 to the
costs and enhance margins at the mine site. The level of interest from mining financial statements.
companies in commercialisation of the Group’s proprietary leaching
technologies may be affected, for better or worse, by future movements During the year, directors’ and officers’ liability insurance was maintained
in global metal prices. for directors and other officers of the Group as permitted by the Companies
Act 2006.
Strategic and business risks are described in the Strategic Report
on pages 01 to 06. Indemnity granted to Directors and officers by
Company’s Articles of Association
Subject to the provisions of Companies Act 1985 (also applicable under
Companies Act 2006) but without prejudice to any indemnity to which a
Director may otherwise be entitled, every Director or other officer of the
Company (other than any person (whether or not an officer of the Company)
engaged by the Company as auditor) shall be indemnified out of the assets
of the Company against any liability incurred by him for negligence, default,
breach of duty or breach of trust in relation to the affairs of the Company,
provided that this Article shall be deemed not to provide for, or entitle any
such person to, indemnification to the extent that it would cause this Article,
or any element of it, to be treated as void under Companies Act 2006.
Directors’ Report
continued
Executive Directors hold options to subscribe for ordinary shares in the Company as follows:
Non-executive Directors hold options to subscribe for ordinary shares in the Company as follows:
Details of the Company’s substantial shareholders are set out on the In preparing these financial statements, the directors are required to:
Company’s website at [Link].
• select suitable accounting policies and then apply them consistently;
Share capital and share options • make judgements and accounting estimates that are reasonable
Details of the share capital of the Company at 31 December 2014 are set out and prudent;
in note 15 to the financial statements. Details of the share options outstanding • state whether they have been prepared in accordance with IFRSs as
at 31 December 2014 are set out in note 20 to the financial statements. adopted by the European Union, subject to any material departures
disclosed and explained in the financial statements; and
Post Balance Sheet Events • prepare the financial statements on the going concern basis unless it
Details of post balance sheet events are set out in note 24 to the is inappropriate to presume that the company will continue in business.
financial statements.
The directors are responsible for keeping adequate accounting records that
Stock Exchange are sufficient to show and explain the company’s transactions and disclose
The Company’s shares are quoted on the AIM market of the London Stock with reasonable accuracy at any time the financial position of the company
Exchange (symbol AXM). and enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
Annual General Meeting safeguarding the assets of the company and hence for taking reasonable
The Notice convening the Company’s Annual General Meeting, to be held steps for the prevention and detection of fraud and other irregularities.
on 13 May 2015, is set out in pages 29 to 30 of this report. Full details of
the resolutions proposed at that meeting may be found in the Notice. Website publication
The directors are responsible for ensuring the annual report and the financial
Provision of information to auditor statements are made available on a website. Financial statements are
In the case of each of the directors who are directors of the Company published on the Company’s website in accordance with legislation in the
at the date when this report is approved: United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
• So far as they are individually aware, there is no relevant audit information The maintenance and integrity of the Company’s website is the responsibility
of which the Company’s auditor is unaware; and of the directors. The directors’ responsibility also extends to the ongoing
• Each of the directors has taken all the steps that they ought to have integrity of the financial statements contained therein.
taken as a director to make themself aware of any relevant audit
information and to establish that the Company’s auditor is aware By Order of the Board
of the information.
Auditor
A resolution to re-appoint BDO LLP as auditor of the company will be
put to the Annual General Meeting.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the Group
and Company financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. Under
company law the directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group for that period.
The directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for companies trading securities
on the Alternative Investment Market.
We have audited the financial statements of Alexander Mining plc for the Emphasis of matter - going concern
year ended 31 December 2014 which comprise the consolidated income In forming our opinion, which is not modified, we have considered the
statement, the consolidated statement of comprehensive income, the adequacy of the disclosures made in note 2(a) to the financial statements
consolidated and company balance sheets, the group and company concerning near-term corporate developments and the possibility that the
statement of cash flows, the consolidated and company statements of company may need to raise further finance within the next twelve months in
changes in equity and the related notes. The financial reporting framework order to continue its operations and to meet its commitments. If the company is
that has been applied in their preparation is applicable law and International unable to secure such additional funding, this may have a consequential impact
Financial Reporting Standards (IFRSs) as adopted by the European Union on the company’s and the group’s ability to continue as a going concern.
and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006. The outcome of any corporate developments or fundraising cannot presently
be determined. These conditions, along with the other matters explained in
This report is made solely to the company’s members, as a body, in note 2(a) to the financial statements, indicate the existence of a material
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit uncertainty which may cast significant doubt about the Company’s and the
work has been undertaken so that we might state to the company’s members Groups’ ability to continue as a going concern. The financial statements do
those matters we are required to state to them in an auditor’s report and for not include the adjustments that would result if the Company and Group was
no other purpose. To the fullest extent permitted by law, we do not accept or unable to continue as a going concern.
assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we Opinion on other matters prescribed by the Companies Act 2006
have formed. In our opinion the information given in the strategic report and directors’
report for the financial year for which the financial statements are prepared
Respective responsibilities of directors and auditors is consistent with the financial statements.
As explained more fully in the statement of directors’ responsibilities, the
directors are responsible for the preparation of the financial statements and Matters on which we are required to report by exception
for being satisfied that they give a true and fair view. Our responsibility is to We have nothing to report in respect of the following matters where
audit and express an opinion on the financial statements in accordance with the Companies Act 2006 requires us to report to you if, in our opinion:
applicable law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Financial Reporting Council’s • adequate accounting records have not been kept by the parent company,
(FRC’s) Ethical Standards for Auditors. or returns adequate for our audit have not been received from branches
not visited by us; or
Scope of the audit of the financial statements • the parent company financial statements are not in agreement with
A description of the scope of an audit of financial statements is provided the accounting records and returns; or
on the FRC’s website at [Link]/auditscopeukprivate. • certain disclosures of directors’ remuneration specified by law are
not made; or
Opinion on financial statements • we have not received all the information and explanations we require
In our opinion: for our audit.
• the financial statements give a true and fair view of the state of the
group’s and the parent company’s affairs as at 31 December 2014
and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly prepared Jason Homewood (senior statutory auditor)
in accordance with IFRSs as adopted by the European Union and as For and on behalf of BDO LLP, statutory auditor
applied in accordance with the provisions of the Companies Act 2006; London
and United Kingdom
• the financial statements have been prepared in accordance 10 April 2015
with the requirements of the Companies Act 2006.
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
2014 2013
notes £’000 £’000
Continuing operations
Revenue 4 507 26
Cost of sales - -
All components of profit or loss for the year are attributable to equity holders of the parent.
2014 2013
£’000 £’0 N00
Loss for the year (910) (1,365)
Total comprehensive loss for the year attributable to equity holders of the parent (849) (1,366)
2014 2013
notes £’000 £’000
Assets
Property, plant and equipment 10 - -
Liabilities
Current liabilities
Trade and other payables 16 439 289
Provisions 17 18 -
These financial statements were approved by the Board of Directors and authorised for issue on
10 April 2015 and were signed on their behalf by:
M L Rosser
Director
2014 2013
notes £’000 £’000
Assets
Property, plant and equipment 10 - -
Liabilities
Trade and other payables 16 183 113
Provisions 17 18 -
These financial statements were approved by the Board of Directors and authorised for issue on
10 April 2015 and were signed on their behalf by:
M L Rosser
Director
Group Company
Net cash outflow from operating activities (616) (1,174) (159) (699)
Net cash inflow from financing activities 333 935 333 935
Net decrease in cash and cash equivalents (282) (125) (282) (116)
Cash and cash equivalents at beginning of year 398 519 396 518
Exchange differences - 4 2 (6)
Cash and cash equivalents at end of year 14 116 398 116 396
1 General Information
Alexander Mining plc (the “Company”) is a public limited company incorporated and domiciled in England and its shares are traded on the AIM Market
of the London Stock Exchange. Alexander Mining plc is a holding company of a group of companies (the “Group”), the principal activities of which are the
commercialisation of the Group’s proprietary mineral processing technologies, either through licensing to third parties and/or the acquisition of equity stakes
in amenable deposits.
These consolidated financial statements were approved for issue by the Board of Directors on 10 April 2015.
a) Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) in force at the reporting date and their
interpretations issued by the International Accounting Standards Board (“IASB”) as adopted for use within the European Union.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where
assumptions or estimates are significant to the financial statements, are disclosed in note 2(o).
A separate income statement for the parent company has not been presented, as permitted by section 408 of the Companies Act 2006.
The financial statements are prepared in accordance with IFRS and interpretations in force at the reporting date. The Company has not adopted any standards
or interpretations in advance of the required implementation dates.
Going Concern
Based on a review of the Group’s budgets and cash flow forecasts, the directors have identified that if current and near-term corporate development
opportunities are unsuccessful in providing adequate funding then the Company will need to raise finance within the next twelve months in order to continue
its operations and to meet its commitments.
In common with many mining, exploration and intellectual property development companies, the Company needs to raise finance for its activities in discrete
tranches to finance its activities for limited periods. The Directors are confident that the Company currently has a range of corporate development opportunities,
which could include significant funding outcomes and moreover that, if necessary, any further funding can be raised as and when required. (Accordingly,
attention is drawn to Note 24, Post Balance Sheet events, where details of potential significant business development funding opportunities are provided).
On this basis, the Directors have concluded that it is appropriate to draw up the financial statements on the going concern basis. However, there can be no
certainty that either development opportunities or alternative funding will be secured in the necessary timescales. This indicates the existence of a material
uncertainty that may cast significant doubt on the ability of the company and the group to continue as a going concern and therefore, that it may be unable to
realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the
Company and Group were unable to continue as a going concern.
b) Basis of consolidation
i) Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries)
made up to 31 December each year. Control is recognised where the Company has the power to direct relevant activities, exposure to variable returns
and a right to use the power to affect those returns.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the Group.
c) Foreign currency
The Company’s functional and presentational currency is Sterling rounded to the nearest thousand and is the currency of the primary economic environment
in which the Company operates.
iii) Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each item of property, plant and equipment.
The estimated useful lives of all other categories of assets are three years.
The residual value is assessed annually. Gains and losses on disposal are determined by comparing proceeds with carrying amount and are included
in the income statement.
e) Impairment
i) Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable the asset is reviewed for
impairment. An asset’s carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and
value in use) if that is less than the asset’s carrying amount.
ii) Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised in the income
statement for the year.
f) Financial instruments
i) Investments
Investments in subsidiary undertakings are stated at cost less provision for impairment.
Shares issued in settlement of expenses are recognised at the fair value of the services received.
All Share Option costs incurred are charged directly to Accumulated Losses.
i) Share capital
The Company’s ordinary shares are classified as equity.
j) Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources
will be required to settle the obligation and the amount can be reliably estimated.
k) Revenue
Revenue comprises the fair value of the consideration received or receivable for the provision of services to or from external customers (net of value-added tax
and other sales taxes).
Royalty income
Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
m) Taxation
The charge for taxation is based on the profit or loss for the year and takes into account deferred tax. Deferred tax is the tax expected to be payable or
recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit or loss, and is accounted for using the balance sheet method.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available in the foreseeable future against which
the temporary differences can be utilised.
n) Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
The Chief Operating Decision Maker, responsible for allocating resources and assessing performance of the operating segments, has been identified as
the Board of Directors.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about such judgements and estimates is contained in the accounting policies and/or the notes to the financial statements and the key areas are
summarised below. The only area of judgement that has a significant effect on the amounts recognised in the financial statements is:
3 Segmental information
The following information is given about the Group’s reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group’s internal reporting in order to assess performance of the Group.
Management has determined the operating segment based on the reports reviewed by the Board.
The Board considers that there is only one operating segment. This incorporates similar activities and services, namely Head Office, including the development
and management of intellectual property rights. The results and assets of Peruvian operations, prior to their disposal, were deemed to be immaterial and were
therefore included within the single segment. The analysis has been prepared on the basis that prevailed and was reported to the Board until 31 December 2014.
As the group is in the early stages of developing and licensing a new product, the Board assesses the performance of the business based on the segment’s
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), and overall loss before tax.
The Head Office and Intellectual Property segment recognises all costs and revenues. This segment is not further sub-divided to different geographical regions
due to its knowledge and services being offered to a broad geographical spread of clients, often indirectly through multinational groups.
As the Company has only a single activity and there is also only one geographical segment, the disclosures for this segment have already been given in
these financial statements.
4 Operating loss
Operating loss is stated after charging/(crediting):
2014 2013
£’000 £’000
Depreciation - 8
Exchange (gain)/loss on foreign currency - (4)
Operating lease expense 46 41
Share option charge (note 20) 21 21
Shares issued in payment of expenses (note 15) 56 69
Research and development expenses 367 390
2014 2013
£’000 £’000
Sales of services to third parties 29 26
Inducement fee received (see below) 300 -
Standstill fee received from unnamed ‘mid-tier mining company’ 178 -
507 26
The inducement fee of £300,000 was a non-refundable payment received from Ebullio Commodities Limited in consideration for entering into a series of
agreements with them. Those agreements subsequently lapsed.
A fee of £217,000 was received from an unnamed ‘mid-tier mining company’ in contemplation of a further series of agreements. The £217,000 was allocated
as to a non-refundable standstill fee of £178,000 in respect of a period of exclusivity granted for the period during which it considered entering into the further
agreements, while £39,000 was allocated in respect of the related option to subscribe to the Company’s shares. (See also Chairman’s Statement and review
of the year for details of the option agreement and note 20 for details of the related option payment of £39,000 received in conjunction with the standstill fee).
5 Auditor’s remuneration
2014 2013
£’000 £’000
Fees payable to the Company’s auditor for the audit of parent company and consolidated financial statements 19 20
Tax compliance services 3 6
22 26
Other
Annual salary Fees benefits Total
£’000 £’000 £’000 £’000
2014
M L Sutcliffe 191 - 3 194
M L Rosser 128 - 2 130
J S Bunyan - 40 - 40
A M Clegg - 25 - 25
R O Davey - 25 - 25
E M Morfett - 25 - 25
319 115 5 439
2013
M L Sutcliffe 197 - 4 201
M L Rosser 128 - 2 130
J S Bunyan - 40 - 40
A M Clegg - 21 - 21
R O Davey - 25 - 25
E M Morfett - 25 - 25
325 111 6 442
The directors’ fees detailed above include amounts that remain unpaid and deferred or subordinated in favour of third party creditors (refer to notes 16 and 23).
2014 2013
£’000 £’000
Directors’ remuneration 324 331
Other staff wages and salaries 196 211
Social security costs 28 28
Share based payments 21 21
569 591
On average, excluding non-executive directors, the group employed 3 technical staff members (2013: 3) and 2 administration staff (2013: 2).
7 Finance income
2014 2013
£’000 £’000
Interest on short term bank deposits 1 1
Exchange differences on foreign currency - 4
1 5
8 Income taxes
No liability to income taxes arises in the year.
The current tax charge for the year differs from the credit resulting from the loss before tax at the standard rate of corporation tax in the UK.
The differences are explained below:
2014 2013
£’000 £’000
Loss before tax (848) (1,364)
Effects of:
Expenses not deductible for tax purposes 147 195
Qualifying depreciation in excess of capital allowances on which no deferred tax has been provided (1) (6)
Unrelieved tax losses arising in the year 36 128
Income tax expense - -
Deferred tax assets carried forward have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future
taxable profits against which they can be recovered.
There is no difference between the diluted loss per share and the basic loss per share presented. Share options granted to employees could potentially
dilute basic earnings per share in the future, but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented.
See note 20 for further details.
Office
equipment Leasehold Motor
and furniture improvements vehicles Total
£’000 £’000 £’000 £’000
Cost
As at 1 January 2013 37 35 35 107
Disposals - - (35) (35)
As at 31 December 2013 37 35 - 72
As at 31 December 2014 37 35 - 72
Depreciation
As at 1 January 2013 (36) (35) (20) (91)
Charged in year (1) - (7) (8)
Disposals - - 27 27
As at 31 December 2013 (37) (35) - (72)
As at 31 December 2014 (37) (35) - (72)
As at 31 December 2013 - - - -
As at 1 January 2013 1 - 15 16
11 Investments
Group Company
The net loss for the year attributed to the discontinued business comprised as follows:
2014 2013
£’000 £’000
Administrative expenses (1) -
Realisation of translation reserve transferred to income statement on disposal of the subsidiary (IAS21) (61) -
Loss for the year on discontinued operations (62) (9)
Amounts due to the Company from its subsidiary companies have been fully provided for as detailed in note 23.
15 Share capital
2014 2013
Issued and fully paid ordinary shares with a nominal value of 0.1p (2013 0.1p)
Issued and fully paid deferred shares with a nominal value of 9.9p
Details of share options issued during the year and outstanding at 31 December 2014 are set out in note 20.
Deferred
Number of share
Deferred shares shares capital
£’000
Balance at 1 January 2014 and 31 December 2014 135,986,542 13,463
Accruals and deferred income included £331,000 (2013: £206,000) owed to directors of the Company (see note 23) and £11,582 (2013: £nil) owed to senior
staff members, in respect of directors’ fees or remuneration. In terms of subordination agreements signed during August 2014 between the Company and the
individuals concerned, these and similarly remaining future balances may not be claimed for payment at any time when the Group’s third party creditor liabilities
exceed its cash or liquid assets.
Fee deferral agreements signed between the Company and the directors on 1 January 2015 deferred amounts owed to directors, totalling £314,000,
which may not be claimed for payment before 1 July 2016.
17 Provisions
Office dilapidation and redecoration
The office redecoration provision represents the directors’ estimate of the costs expected to be incurred by the Company in removing its additions and
improvements and redecorating the Company’s office premises prior to the end of the office lease in June 2015.
Group Company
All of the Group’s and Company’s financial liabilities are measured at amortised cost. The Group’s and Company’s financial assets are classified as loans and
receivables.
The Board of Directors determines, as required, the degree to which it is appropriate to use financial instruments, commodity contracts or other hedging
contracts or techniques to mitigate financial risks. The main risks for which such instruments may be appropriate are interest rate risk, liquidity risk and foreign
currency risk, each of which is discussed below. All non-routine transactions require Board approval. During 2014 the Group has not used derivative financial
instruments.
The Board consider that the risk components detailed below apply to both the Group and Company. Financial risks are managed at Group rather than
Company level.
Credit risk
Credit risk refers to the risk that the Group’s financial assets will be impaired by the default of a third party. The Group is exposed to credit risk on its cash and
cash equivalents as set out in note 14, with additional risk attached to other receivables set out in note 13. Credit risk is managed by ensuring that surplus funds
are deposited only with well-established financial institutions of high quality credit standing.
At 31 December 2014 the Group had no significant trade receivables. The Group’s focus on commercialising its technologies may result in significant trade
receivables during 2015, the credit risk on which will be managed by assessing the credit quality of each customer, taking into account its financial position
and any other relevant factors. The Company is exposed to credit risk through receivable balances from Group companies. See Note 23 for further detail.
Exchange gains and losses on financial assets or future transactions are recognised directly in the income statement. A proportion of the Group’s costs are
incurred in US Dollars, Australian Dollars and New Zealand Dollars. Accordingly, movements in the Sterling exchange rate against these currencies could have
a detrimental effect on the Group’s results and financial condition. Such changes are not considered likely to have a material effect on the Group’s financial
position at 31 December 2014.
Foreign exchange risk is managed by maintaining some cash deposits in currencies other than Sterling. The table below shows the currency profiles of cash
and cash equivalents:
2014 2013
£’000 £’000
Sterling 54 162
US Dollars 58 233
Australian Dollars 4 3
116 398
The table below shows an analysis of net monetary assets and liabilities by the Sterling functional currency of the Group:
2014 2013
£’000 £’000
Balances denominated in
Sterling (71) 100
US Dollars 58 232
Australian Dollars (31) (26)
New Zealand Dollars (241) (169)
(285) 137
In addition to any new projects acquired by the Group, future revenue streams may include royalties from the development of third party assets.
The Group’s revenue from such royalty streams will be dependent on future commodity prices, both in terms of the absolute value of the royalty and
the commodity price required for the successful economic development of such assets.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations and financial liabilities. The Group monitors its risk to a shortage of funds using
cash flow models, which consider existing financial assets, liabilities and projected cash inflows and outflows from operations.
The table below sets out the maturity profile of financial liabilities at 31 December.
Group Company
31 December 2014 balances due in less than one month, include amounts owed to directors. Fee deferral agreements signed between the Company and the
directors on 1 January 2015 deferred amounts owed to directors, totalling £314,000, which may not be claimed for payment before 1 July 2016.
To date the Group has relied upon shareholder funding of its activities. Development of intellectual property, the acquisition of new opportunities, or the recovery
of royalty income from third party assets, may be dependent upon the Group’s ability to obtain further financing through joint ventures, equity or debt financing,
corporate developments or other means. Although the Group has been successful in the past in obtaining equity financing there can be no assurance that the
Group will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.
Based on a review of the Group’s budgets and cash flow forecasts, the directors have identified that if current and near-term corporate development
opportunities are unsuccessful in providing adequate funding then the Company will need to raise finance within the next twelve months in order to continue
its operations and to meet its commitments.
In common with many mining, exploration and intellectual property development companies, the Company needs to raise finance for its activities in discrete
tranches to finance its activities for limited periods. The Directors are confident that the Company currently has a range of corporate development opportunities
which could include significant funding outcomes and moreover that, if necessary, any further funding can be raised as and when required.
At 31 December 2014 and 2013 the Group had short term deposits which attracted interest as follows:
2014 2013
The value of the Group’s assets at 31 December 2014 and 2013 and the result for the year would not be materially affected by changes in interest rates.
19 Capital management
The Group’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern, and develop its activities to provide returns
for shareholders and benefits for other stakeholders.
The Group’s capital structure comprises all components of equity (i.e. ordinary share capital, share premium, retained earnings and other reserves).
At 31 December 2014 the Group had no debt. When considering the future capital requirements of the Group and the potential to fund specific project
development via debt the directors consider the risk characteristics of all of the underlying assets in assessing the optimal capital structure.
The fair value of services received in return for share options granted is measured by reference to the fair value of the share options granted. This estimate
is based on a Black-Scholes model which is considered most appropriate considering the effects of the vesting conditions, expected exercise period and
the payment of dividends by the Company.
The following inputs were used in the calculation of the fair value of the share options re-issued or awarded during the period:
1 The fair value of options re-issued or awarded on 12 May 2014 was 1.5p per share.
2 Volatility for options granted was estimated based on the Company’s daily closing share price during the 12 months prior to the issue of the share options.
On 15 September 2014 the Company granted 60,000,000 share options to an unnamed “mid-tier mining company”, exercisable at £0.03 per share until
15 December 2014, at which date the options lapsed unexercised. The non-refundable fair value of £39,000 received for those options was transferred
directly to accumulated losses.
2014 2013
Executive share Option Plan 12,900,000 12,900,000
Other share options - 12,000,000
Total contingently issuable shares 12,900,000 24,900,000
The number and weighted average exercise prices of share options are as follows:
2014 2013
Weighted Weighted
average average
exercise Number of exercise Number of
price options price options
Outstanding at the beginning of the year 5.08p 24,900,000 10.10p 10,175,000
Lapsed during the year (Metaleach Capital Holdings) 5.00p (12,000,000) 10.00p -
Cancelled during the year 11.0p (500,000) 10.00p (9,675,000)
Re-issued during the year 4.92p 500,000 4.92p 9,675,000
Granted during the year (employees) - - 4.92p 2,725,000
Granted during the year (Metaleach Capital Holdings) - - 5.00p 12,000,000
Granted during the year (un-named “mid-tier mining company”) 3.0p 60,000,000 - -
Lapsed during the year 3.0p (60,000,000) - -
Share options outstanding at 31 December 2014 had a weighted average exercise price of 4.92 pence (2013: 5.08 pence) and a weighted average contractual
life of 5.98 years (2013: 3.76 years). To date no share options have been exercised. There are no market based vesting conditions attaching to any share options
outstanding at 31 December 2014. All options outstanding at the end of the year have a final exercise date of 22 December 2020.
On 1 January 2013, the 31 December 2012 balance of £558,371 held in the Share Option Reserve was transferred to Accumulated Losses. This represented
a change only in balance sheet presentation and had no net effect on total shareholders’ equity. All Share Option costs incurred thereafter are charged directly
to Accumulated Losses.
On 12 May 2014, the Board cancelled a total of 500,000 existing share options with an average exercise price of 11p per share and approved the issue of new
replacement share options, on a one-for-one basis, with an exercise price of 4.92p per share. The 4.92p exercise price represented a 27% premium over the
closing mid-market share price on 12 May 2014.
21 Commitments
Future commitments for the Group under non-cancellable operating leases are as follows:
2014 2013
£’000 £’000
Payable within one year 11 41
The Group does not sub-lease any of its leased premises. Payments under operating leases recognised in operating loss in the year are set out in note 4.
22 Contingent liabilities
There were no contingent liabilities at 31 December 2014 or 31 December 2013.
23 Related parties
The Group's investments in subsidiaries have been disclosed in note 11.
During the year the Company entered into the following transactions with other Group companies:
At Increase Provisions At 31
1 January in year in year December
£’000 £’000 £’000 £’000 £’000
MetaLeach Limited - 2014 10 - 467 (467) -
MetaLeach Limited - 2013 10 - 467 (467) -
On 10 September 2014, the Company’s subsidiary, Molinetes (BVI) Limited, completed the sale of its entire interest in its subsidiary, Compania Minera Molinetes
SAC for the nominal sum of Peruvian Nuevos Soles 100 (approximately £21). Outstanding receivables of £439,339 due from these subsidiaries were written off
against provisions. At 31 December 2013 the Company had an outstanding amount receivable from Molinetes BVI Limited of £437,905 and a provision of
£437,905 against that balance.
At 31 December 2014 the Company had an outstanding amount receivable from MetaLeach Limited of £2,591,858 (2013: £2,124,138). The Company has
recognised a provision of £2,591,858 (2013: £2,124,138) against that balance, which has been assessed as impaired due to the uncertainty of success, over
extended timeframes, surrounding the subsidiary’s operations. The amount owed is unsecured, interest-free, and has no fixed terms of repayment. The balance
will be settled in cash. No guarantees have been given or received.
Details of directors’ emoluments are set out in note 6. Compensation for key management personnel was as follows:
2014 2013
£’000 £’000
Short-term employee benefits 597 616
National Insurance contributions 31 24
Other benefits 5 6
Share-based payments 20 19
653 665
During the year, MetaLeach Limited paid £nil (2013: £15,000) to consulting metallurgist Dr Katherine Malatt in respect of AmmLeach® testwork supervision.
Dr Malatt is the spouse of Garry Johnston, a senior Group employee.
During the year Alexander Mining plc received £18,924 (2013: £16,000) from Equest Limited in respect of office services provided to Global Oil Shale Limited.
Mr Matthew Sutcliffe is a director of Alexander Mining plc and was a director of Global Oil Shale Limited until 31 January 2014.
At 31 December 2014, the following amounts were owed to directors of the Company in respect of deferred payments of directors’ fees.
These amounts, totalling £331,000 (2013:£206,000), are included in Trade and Other Payables (note 16):
On 13 January 2015, the Company issued 72,000,000 new shares of 0.1p each for cash at 0.5p each to raise £360,000 (gross). In connection with that placing,
the Company issued 3,600,000 warrants, valid for two years, to subscribe for ordinary shares at 0.5p per share
On 13 January 2015 the Company also issued 1,090,909 new shares of 0.1p each, at a price of 0.825p per share, in lieu of £9,000 in fees due to the Company’s
nominated advisor and 1,500,000 new shares of 0.1p each at a price of 0.80p per share in lieu of £12,000 in fees due to a consultant for investor relations and
advisory services.
On 22 January 2015, the Company issued 5,000,000 new shares of 0.1p each, at a price of 0.6p per share, to Cove House Investments Limited, in respect of
consultancy and advisory services.
Following admission of the above shares, the Company has a total of 255,910,288 ordinary shares in issue.
On 23 February 2015 the Company announced a non-binding Heads of Agreement (“HoA”) signed with Compass Resources Limited (“Compass”) a listed
Australian public company, for an AmmLeach® licence and certain technical and management services relating to a feasibility study planned for the use of
AmmLeach® at Compass’s treatment plant and mine in Australia for copper, cobalt and nickel production.
Compass and Alexander are currently working to finalise the definitive agreement (‘Agreement’), conditional on completion of Compass’ proposed financing.
The key commercial terms agreed in the HoA are:
On completion of the definitive agreement, the Company will grant to Compass a licence to use Alexander’s leaching technologies (AmmLeach®). The principal
terms of the licence and technical consultancy and management services will include:
I. Cash payments by Compass totalling A$1,100,000 to Alexander on commencement of the Agreement;
II. Compass will also pay to Alexander:
a. A$400,000 three months after the initial fee payment; and
b. A$425,000 upon delivery of the feasibility study.;
III. A$550,000 during the construction and commissioning stage, dependent on a construction go-ahead decision; and
IV. A royalty of 2.6077% on saleable metal production after capped third party royalties.
Conditional upon the Agreement being executed, and subject to Alexander shareholders’ approval at the 2015 AGM, the Company will grant to Compass
the following share options:
I. options over 5 million ordinary shares of 0.1p each at an exercise price of 7.5p per share for 18 months from issue; and
II. options over 5 million ordinary shares of 0.1p each at an exercise price of 10.0p per share for 24 months from issue.
Notice is hereby given that the Annual General Meeting of Alexander Mining Special Resolution
plc will be held at the East India Club, 16 St James’s Square, London, SW1Y 5. That, subject to the passing of Resolution 4, the Directors be given the
4LH at 10:30am on Wednesday 13th May 2015 in order to consider and, if general power to allot equity securities (as defined by Section 560 of
thought fit, pass resolutions 1 to 4 as ordinary resolutions and resolution 5 as the 2006 Act) for cash, either pursuant to the authority conferred by
a special resolution: Resolution 4 or by way of a sale of treasury shares, as if Section 561(1)
of the 2006 Act did not apply to any such allotment, provided that this
Ordinary Resolutions power shall be limited to:
1. To receive, consider and adopt the Directors’ Report and Accounts
for the year ended 31st December 2014, together with the Auditor’s 5.1 the allotment of equity securities in connection with an offer
report thereon. by way of a rights issue:
2. To re-elect as a director Mr M L Rosser who retires by rotation in 5.1.1 to the holders of ordinary shares in proportion (as nearly as may
accordance with Article 93 of the Company’s Articles of Association be practicable) to their respective holdings; and
and who, being eligible, offers himself for re-election.
5.1.2 to holders of other equity securities as required by the rights
3. To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, of those securities or as the Directors otherwise consider
as auditors of the Company and to authorise the Directors to necessary, but subject to such exclusions or other arrangements
determine their remuneration. as the Board may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates, legal or
4. That the Directors be generally and unconditionally authorised pursuant practical problems in or under the laws of any territory or the
to Section 551 of the Companies Act 2006 (the ‘2006 Act’) to allot requirements of any regulatory body or stock exchange; and
shares in the Company or grant rights to subscribe for or to convert any
security into shares in the Company (‘Rights’) up to an aggregate 5.2 the allotment (otherwise than pursuant to paragraph 5.1 above)
nominal amount of £150,000 provided that this authority shall, unless of equity securities up to an aggregate nominal amount of
previously revoked or varied by the Company in general meeting, expire £150,000.
at the conclusion of the next Annual General Meeting of the Company
following the date of the passing of this resolution or (if earlier) 12 The power granted by this resolution will unless renewed, varied
months from the date of passing this resolution, but so that the directors or revoked by the Company, expire at the conclusion of the next
may before such expiry make an offer or agreement which would or Annual General Meeting of the Company following the date of
might require relevant securities to be allotted after such expiry and the the passing of this resolution or (if earlier) 12 months from the
directors may allot relevant securities in pursuance of that offer or date of passing this resolution, save that the Company may,
agreement as if the authority hereby conferred had not expired. before such expiry make offers or agreements which would or
might require equity securities to be allotted after such expiry
This authority is in substitution for all previous authorities conferred and the Directors may allot equity securities in pursuance of
on the Directors in accordance with Section 80 of the Companies Act any such offer or agreement notwithstanding that the power
1985, or Section 551 of the 2006 Act. conferred by this resolution has expired.
Members or their appointed Proxies are entitled to ask questions of the Board
at the Annual General Meeting. The Board will answer any such questions
unless (i) to do so would interfere unduly with the conduct of the meeting or
involve the disclosure of confidential information; or (ii) the answer has already
been given on the Company’s web-site; or (iii) to answer such questions is
contrary to the Company’s best interest or the good order of the meeting.
T A Cross
Company Secretary
10 April 2015
Registered Office:
1st Floor, 35 Piccadilly, London, W1J 0DW
Form of Proxy
Proxy Form for use by holders of ordinary shares at the Annual General Meeting (the ‘AGM’) to be held on Wednesday 13th May 2015.
Please read the Notice of the Meeting and the accompanying explanatory notes to this Proxy Form carefully before completing this Proxy Form.
of
being a member/members of Alexander Mining plc, appoint the Chairman of the AGM or (see Explanatory Note 2)*
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our
behalf as indicated below at the AGM and at any adjournment thereof (see Explanatory Notes 3, 4 and 5).
Please tick here if this proxy appointment is one of multiple appointments being made.
* For the appointment of more than one proxy, please refer to Explanatory Note 4. Please clearly mark the boxes below to instruct
your proxy how to vote.
Ordinary Resolutions
1. Adoption of Report and Accounts
2. Re-election of Mr M L Rosser
Special Resolution
5. Dis-application of pre-emption rights
2. A proxy need not be a member of the Company but must attend the meeting to represent you. If you wish to appoint as a proxy a person other than the Chairman of the AGM, please delete the
words “the Chairman of the AGM” and insert the full name of the other person in the box provided on this Proxy Form. If you sign and return this Proxy Form with no name inserted in the box, the
Chairman of the AGM will be deemed to be your proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name
the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Proxy
Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
3. The completion and return of this Proxy Form will not prevent you from attending in person and voting at the AGM should you subsequently decide to do so. However, if you have appointed a
proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
4. You are entitled to appoint more than one proxy provided that each proxy is appointed to exercise rights attached to a different share or shares held by you. You may not appoint more than one
proxy to exercise rights attached to any one share. To appoint more than one proxy please use a photocopy of this form or contact Capita Asset Services on 0871 664 0300 (calls cost 10p per
minute plus network extras, lines are open 9.00am – 5.30pm Mon - Fri). Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to
act as your proxy. Please also indicate by ticking the box provided, if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in
the same envelope.
5. If you wish your proxy to cast all of your votes for or against a resolution you should insert an “X” in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes
against, insert the relevant number of shares in the appropriate box. The “Vote Withheld” option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A
“Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes “For” or “Against” a resolution. The “Discretionary” option is provided to enable you to
give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit. In the absence of instructions, your proxy may vote or abstain from voting as he or she
thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a
resolution, to propose a new resolution or to adjourn the AGM) which may properly come before the AGM.
6. This Proxy Form must be signed by the member or his/her attorney. Where the member is a corporation, the Proxy Form must be executed under its common seal or signed by a duly authorised
representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint holders, any one holder may sign this Proxy Form. The vote of the senior joint holder (whether in
person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding.
7. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be completed and returned so as to reach
(i) the Company’s Registrars in accordance with the reply paid details,
(ii) or by hand to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the time appointed for the meeting.
8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by
reference to the register of members of the Company at 6pm on the day which is two days before the day of the AGM or adjourned meeting. Changes to entries on the register of members after
that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
9. All alterations made to this Proxy Form must be initialled by the signatory.
10. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If
the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.
11. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
BUSINESS REPLY
Licence No. RLUB-TBUX-EGUC
FDFDTTFATDDATADTTDFDFTDATADFAADFTADF
Company Information
Registrars
Capita Asset Services
40 Dukes Place, London, EC3A 7NH
Auditor
BDO LLP
55 Baker Street, London, W1U 7EU
Registered office
1st Floor, 35 Piccadilly,
London, W1J 0DW, United Kingdom
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